exhibit102.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.2

        

      

    


    (Nonqualified
Stock Option for Employee)

     

    PRIVATEBANCORP,
INC.

     

    STOCK OPTION
AGREEMENT

     

    This
Stock Option Agreement (this “Agreement”) is made as of the
date set forth on the signature page hereof by and between PrivateBancorp,
Inc., a Delaware corporation (the “Company”), and the undersigned
Optionee (“Optionee”).  Except
as otherwise indicated or defined in paragraph 1 hereof, all words with initial
capitals shall have the same meaning as ascribed to them in the
Plan.  Optionee acknowledges receipt of a copy of the
Plan.

     

    WHEREAS, the Company desires
to grant to Optionee an option (“Option”) to buy shares of the
Company’s Common Stock, pursuant to the PrivateBancorp, Inc. 2007 Long-Term
Incentive Compensation Plan (the “Plan”) and this
Agreement;

     

    NOW, THEREFORE, the parties
hereto agree as follows:

     

    1. Definitions.  For
the purposes of this Agreement:

     

    (a) “Affiliate” means the Company
and any other direct or indirect subsidiary of the Company.

     

    (b) “Resignation” means Optionee’s
relinquishment of employment with the Company and all Affiliates.

     

    (c) “Retired from the Industry”
with respect to an Optionee means the Optionee has retired from the Company and
all Affiliates under circumstances that constitute Special Retirement and
Optionee (i) does not thereafter perform services as an employee, officer,
director or consultant for, or in any other capacity assist, any bank, thrift,
bank or thrift holding company, asset management company, trust company,
investment advisor, or any other financial services company (other than the
Company or an Affiliate), whether existing or in formation, that provides or
plans to provide banking or other financial-services, including but not limited
to, those relating to loans, deposits, treasury management, custodial or trust
services, or investment or wealth management services, and (ii) certifies
to the Company, at such times and in such manner as the Committee may require,
that since Optionee’s retirement, Optionee has not performed any such
services.

     

    (d) “Retirement” means any
Resignation or Termination other than due to death, (i) on or after age 65
or (ii) on or after age 55 and completion of at least seven (7) years of
service with the Company or any Affiliate (including for this purpose continuous
years of service, if any, with an Affiliate as of the date such Affiliate was
acquired by the Company).

     

    (e) “Special Retirement” means any
Resignation or Termination on or after age 62 and completion of at least 10
years of service with the Company or any Affiliate (including for this purpose
continuous years of service, if any, with an Affiliate as of the date such
Affiliate was acquired by the Company).

     

    (f) “Special Retirement Termination
Date” with respect to this Option means the date following Optionee’s
Special Retirement which is the first to occur of the date (i) of
Optionee’s death, (ii) on which this Option first becomes exercisable in
full (is 100% vested), or (iii) the Optionee ceases to be Retired from the
Industry.

     

    (g) “Termination” means a
termination of the employment of Optionee (i) by the Company and all of its
Affiliates for any reason, other than a Termination For Cause, including, but
not limited to, permanent disability (as determined by the Committee in
accordance with the Code after receipt of medical advice) or (ii) due to
Optionee’s death.

     

    (h) “Termination Date” means the
date on which a Resignation, Termination or Termination For Cause
occurs.

     

    (i) “Termination For Cause” means a
termination of the employment of Optionee by the Company or any Affiliate for
any of the following reasons:

     

    (i) In the
case where there is an employment, change in control or similar agreement in
effect between Optionee and the Company or any Affiliate that defines “cause”
(or similar words), the termination of an employment arrangement that is or
would be deemed to be for “cause” (or similar words) as defined in such
agreement.

     

    (ii) In the
case where there is no employment, change in control or similar agreement in
effect between Optionee and the Company or any Affiliate, or where there is such
an agreement but the agreement does not define “cause” (or similar words), the
termination of Optionee’s employment due to:

     

    (1) The
commission by Optionee, as reasonably determined by the Committee, of any theft,
embezzlement or felony against the Company or any Affiliates;

     

    (2) The
commission of an unlawful or criminal act by Optionee resulting in material
injury to the business or property of the Company or Affiliates or of an act
generally considered to involve moral turpitude, all as reasonably determined by
the Committee;

     

    (3) The
commission of an intentional act by Optionee in the performance of Optionee’s
duties as an employee of the Company or any Affiliate amounting to gross
negligence or misconduct or resulting in material injury to the business or
property of the Company or Affiliates, all as reasonably determined by the
Committee; or

     

    (4) The
habitual drunkenness or drug addiction of Optionee, as reasonably determined by
the Committee.

     

    2. Grant and Designation of
Option.  Upon the execution and delivery of this Agreement and
the related Stock Option Certificate of even date herewith, and subject to the
Plan (the terms and provisions of which are incorporated herein and expressly
made a part hereof), including, but not limited to, adjustments required
pursuant to Section 11 thereof, the Company hereby grants to Optionee the
Option to purchase the aggregate number of shares of Common Stock set forth on
the Stock Option Certificate at the price per share (“Option Price”) set forth on
such Certificate.  The Option granted hereunder shall not be treated
as an incentive stock option within the meaning of Section 422 of the
Code.

     

    3. Term of Option;
Vesting.  Subject to earlier termination, acceleration or
cancellation of the Option as provided herein, the term of the Option shall be
for a period ten (10) years from the date hereof.  Subject to the
provisions of this Agreement, the Option shall be vested and exercisable at such
times and as to such number of shares as determined on the schedule set forth on
the Stock Option Certificate.  To the extent not previously terminated
or cancelled, upon and after a Change in Control, the Option shall be 100%
vested and Optionee shall be entitled to exercise the Option in whole or in part
with respect to all of the shares covered thereby.

     

    4. Method of
Exercise.

     

    (a) Subject
to the terms and conditions of this Agreement, the Option may be exercised by
written notice to the Company (the “Exercise Notice”) at its
offices at 70 West Madison Street, Suite 900, Chicago, Illinois 60602 (or such
other offices of the Company which are hereinafter designated by the Company) to
the attention of the Secretary of the Company. The Exercise Notice (i) shall
state (A) the election to exercise the Option and (B) the total number of
full shares in respect to which it is being exercised, and (ii) shall be
signed by the person or persons exercising the Option.

     

    (b) Optionee
shall pay the total amount due resulting from such exercise in any of the
following forms: (i) by certified or cashier’s check for the full amount of
the purchase price of such shares; (ii) by delivery of certificates for
shares of Previously-Acquired Shares (or deemed delivery based on attestation to
the ownership of Previously-Acquired Shares) having a Fair Market Value equal to
the total payment due from Optionee; (iii) through a simultaneous exercise
of Optionee’s Option and sale of the shares of Common Stock hereby acquired
pursuant to a brokerage arrangement approved in advance by the Committee to
assure its conformity with the terms and conditions of the Plan; or (iv) by
a combination of the methods described in (i), (ii) and (iii)
above.  To the extent applicable, Optionee shall also pay the amount,
in cash, of any federal, state and local income, Social Security and Medicare
taxes required to be withheld as a result of the exercise, unless Optionee
delivers Previously-Acquired Shares or elects to have the Company withhold from
the shares purchased, shares having a Fair Market Value equal to such required
tax withholding amount.  The value of any shares withheld may not be
in excess of the amount of taxes required to be withheld by the Company
determined by applying the applicable minimum statutory withholding tax
rates.  Upon receipt of the foregoing, the Company shall issue the
shares of Common Stock as to which the Option has been duly exercised and shall
return the Stock Option Certificate, duly endorsed to reflect such exercise, to
Optionee.

     

    5. Restriction on
Exercise.  This Option may not be exercised if the issuance of
such shares upon such exercise or the method of payment of consideration for
such shares would constitute a violation of any applicable federal or state
securities or other law or regulation.  As a condition to the exercise
of this Option, the Company may require Optionee to make any representation and
warranty to the Company as may be required by any applicable law or
regulation.

     

    6. Effect of Termination of
Employment.  The Option, to the extent not theretofore
exercised, shall terminate on Optionee’s Termination Date, except
that:

     

    (a) in the
event a Termination Date occurs due to Optionee’s Resignation or Termination
(other than in circumstances described in paragraphs (b), (c), (d) or (e)
below), Optionee may during the 90-day period following such Resignation or
Termination exercise the Option to the extent such Option was exercisable on
Optionee’s Termination Date;

     

    (b) in the
event a Termination Date occurs due to Optionee’s Termination due to death or
Termination or Resignation due to permanent disability, Optionee or, in the
event of death, Optionee’s representative may during the one-year period
following such Termination or Resignation exercise the Option to the extent it
was exercisable on Optionee’s Termination Date; and

     

    (c) in the
event a Termination Date occurs under circumstances that constitute Optionee’s
Retirement (other than in circumstances described in paragraph (d) below
relating to Special Retirement), or in the event of a Termination Date after a
Change in Control, Optionee may during the three-year period following such
Termination Date exercise the Option to the extent such Option was exercisable
on Optionee’s Termination Date;

     

    (d) in the
event a Termination Date occurs under circumstances that constitute a Special
Retirement, then:

     

    (i) to the
extent exercisable on Optionee’s Termination Date, this Option may be exercised
by Optionee during the period following such Termination Date and ending three
years after the Optionee’s Special Retirement Termination Date;

     

    (ii) to the
extent not exercisable on the Optionee’s Termination Date, this Option shall
continue to vest and become exercisable in accordance with paragraph 3 above,
the Plan and the Stock Option Certificate as if Optionee’s employment continued
until Optionee’s Special Retirement Termination Date, and to the extent
exercisable may be exercised during such period and may be exercised during the
three-year period following the Special Retirement Termination Date to the
extent such Option was exercisable on Optionee’s Special Retirement Termination
Date.

     

    (e) in the
event of Optionee’s death during the 90-day or three-year period described in
paragraphs (a) and (c), respectively, or Optionee’s death resulting in a Special
Retirement Termination Date or during the three-year period after the Special
Termination Retirement Date described in paragraph (d) (i) above, Optionee’s
personal representative may, during the one-year period (or if longer, the
three-year period or remainder thereof, if applicable) following the date of
Optionee’s death, exercise the Option to the extent the Option was exercisable
at the time of Optionee’s death;

     

    provided,
however, that in no event shall any Option be exercised after the expiration of
the term of the Option as described in paragraph 3.

     

    7. Effect of Termination for
Cause.

     

    (a) In the
event of a Termination For Cause, all unexercised Options, whether vested or not
vested, shall immediately terminate and all shares of Common Stock purchased
hereunder within the one (1)-year period immediately preceding such Termination
For Cause (the “Option
Stock”), whether held by Optionee or one or more transferees, shall be
subject to purchase by the Company pursuant to the terms and conditions set
forth in this paragraph 7.

     

    (b) The
purchase price for shares of Common Stock purchased by the Company pursuant to
this paragraph 7 will be equal to the Option Price paid therefore by
Optionee.

     

    (c) The
Company may elect to purchase all (but not less than all) of the Option Stock by
delivery of written notice (the “Purchase Notice”) to Optionee
(and any permitted transferee of the Option Stock) within 60 days after the
Termination Date.  The Purchase Notice shall set forth the number of
shares of Option Stock to be acquired from each holder and the aggregate
consideration to be paid for such shares.

     

    (d) The
closing of any purchase transaction pursuant to this paragraph 7 shall take
place on the date designated in the Purchase Notice, which date shall not be
more than 30 and not less than 10 days after delivery of the Purchase
Notice.  The Company shall be entitled to receive customary
representations and warranties with respect to the seller’s title to the shares
of Option Stock to be purchased hereunder.

     

    8. Compliance with Certain Laws
and Regulations.  If the Committee shall determine, in its
discretion, that the listing, registration or qualification of the shares
subject to the Option upon any securities exchange or under any law or
regulation, or that the consent or approval of any governmental regulatory body
is necessary or desirable in connection with the granting of the Option or the
acquisition of shares thereunder, Optionee shall supply the Committee or
Company, as the case may be, with such certificates, representations and
information as the Committee or Company, as the case may be, may request and
shall otherwise cooperate with the Company in obtaining any such listing,
registration, qualification, consent or approval.

     

    9. Notices.  Any
notice provided for in this Agreement must be in writing and must be either
personally delivered, delivered by overnight courier, or mailed by first class
mail, to Optionee at the address set forth on the records of the Company, to the
Company at the address set forth or established pursuant to paragraph 4, or such
other address or to the attention of such other person as the recipient party
shall have specified by prior written notice to the sending
party.  Any notice under this Agreement will be deemed to have been
given when received.

     

    10. Severability.  Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision had never been contained
herein.

     

    11. Complete
Agreement.  This Agreement and those documents expressly
referred to herein embody the complete agreement and understanding among the
parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way.

     

    12. Counterparts.  This
Agreement may be executed in separate counterparts, each of which is deemed to
be an original and all of which taken together constitute one and the same
agreement.

     

    13. Successors and
Assigns.  This Agreement is intended to bind and inure to the
benefit of and be enforceable by Optionee, the Company and their respective
permitted successors and assigns (including personal representatives, heirs and
legatees), and is intended to bind all successors and assigns of the respective
parties, except that Optionee may not assign any of Optionee’s rights or
obligations under this Agreement except to the extent and in the manner
expressly permitted hereby.

     

    14. Remedies.  Each
of the parties to this Agreement will be entitled to enforce its rights under
this Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor.  The parties hereto agree and acknowledge that money damages
may not be an adequate remedy for any breach of the provisions of this Agreement
and that any party may in its sole discretion apply to any court of law or
equity of competent jurisdiction for specific performance and/or injunctive
relief in order to enforce or prevent any violations of the provisions of this
Agreement.

     

    15. Waiver or
Modification.  Any waiver or modification of any of the
provisions of this Agreement shall not be valid unless made in writing and
signed by the parties hereto.  Waiver by either party of any breach of
this Agreement shall not operate as a waiver of any subsequent
breach.

     

    16. Rights of Employment and
Future Awards.  In no event shall the granting of this Option
or Optionee’s acceptance hereof give or be deemed to give Optionee any right to
be retained in the employ of the Company or to the receipt of any future Option
or other awards under the Plan.

     

    [Signature
Page Follows]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed this Agreement effective on the ___ day of __________,
20__.

     

    
      	 
      	
              PRIVATEBANCORP,
      INC.

               

               

              By:                                                              

              Its:                                                                

            
	 
      	
              OPTIONEE

               

               

               

              Signature

               

              Print
      Name

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              Grant
      Date

               

               

            	
              Number
      of Shares

               

               

            


    

    


    


    PRIVATEBANCORP,
INC.

     

    STOCK
OPTION CERTIFICATE

     

    THIS
CERTIFIES THAT ___________________________________ has been awarded a STOCK
OPTION to purchase ______ shares of Common Stock, without par value, of
PRIVATEBANCORP, INC. (the “Company”) at a price per share
of $_________ (which is the closing price of the Company’s Common Stock on the
date hereof and which shall for all purposes constitute the “Fair Market Value”), subject
to the terms and conditions of this Certificate, the related Stock Option
Agreement of even date herewith and the PrivateBancorp, Inc. 2007 Long-Term
Incentive Compensation Plan.

     

    Subject
to earlier termination as provided in the Stock Option Agreement or Incentive
Compensation Plan, this OPTION shall expire ten (10) years from the date of this
Certificate. Except as may be otherwise provided in the Stock Option Agreement
or Incentive Compensation Plan, this OPTION shall vest and be exercisable as to
all or a portion of the number of shares set forth above as
follows:

     

    
      	
              On
      and After the Following Dates, But Prior to Expiration

            	
              Maximum
      Percentage Taking into Account Prior Exercises

            
	
              First
      anniversary of grant date

            	
              One-Third

            
	
              Second
      anniversary of grant date

            	
              Two-Thirds

            
	
              Third
      anniversary of grant date

            	
              100%

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF,
PRIVATEBANCORP, INC. has caused this Stock Option Certificate to be signed by
its duly authorized officer as of the date set forth above.

     

    
      	 
      	
              By:                                                              

               

              Its: